Aqua Public : Renting out the asset of the subsidiary

AQUA CORPORATION

AQUA CORPORATION PUBLIC COMPANY LIMITED

(Registration No. 0107547000397)

		[Translation]
Ref:	AQUA-118/SET-021/22
		1 August 2022
Subject: Renting out the asset of the subsidiary
To:	The President
	The Stock Exchange of Thailand
Enclosure:	Information Memorandum on the Disposal of Assets of Aqua Corporation Public Company Limited

Aqua Corporation Public Company Limited (the "Company") would like to inform the resolutions of the Board of Directors' Meeting of the Company No. 7/2022 held on 27 July 2022 at 4.30 p.m. The meeting resolved to approve Mantra Assets Company Limited, which is a subsidiary in which the Company holds 99.99 percent of shares ("MANTRA"), to enter into the property lease agreement with Thonburi Rehab Center (THR) Company Limited (the "Lessee") by which Mantra will rent out the land together buildings located at Huai Sai Subdistrict, Mae Rim District, Chiang Mai Province to the Lessee to be used as business establishment and/or addiction medical establishment in the type of medical establishment pursuant to the law on medical establishments and narcotics treatment and rehabilitation centers, with total rental of Baht 2,448,632,044.65 for the total lease term of 30 years from 1 September 2022 to 30 August 2052 by which such lease term will be divided into 3 periods of 10 years each. The Lessee will make a promise to MANTRA to extend the lease term until it reaches the total lease term of 30 years.

In this regard, this transaction is not considered a connected transaction according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003) (as amended) (the "Notifications on Connected Transactions"). Nevertheless, such transaction is considered a transaction of asset disposal pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material Transactions Deemed as Acquisition or Disposal of Asset and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) (as amended) (the "Notifications on Acquisition or Disposal of Assets"). The size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the three months ended 31 March 2022 according to the total value of consideration criterion, which is the basis used for the calculation and results in the highest

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AQUA CORPORATION

AQUA CORPORATION PUBLIC COMPANY LIMITED

(Registration No. 0107547000397)

transaction size of 30.57 percent. The Company has not had any other transactions of disposal of assets within the past 6 months prior to the Board of Directors' Meeting of the Company No. 7/2022.

Therefore, the transaction of renting out the asset of MANTRA is considered Class 2 transaction according to the Notifications on Acquisition or Disposal of Assets, i.e., the transaction of which the size is equal to or higher than 15 percent but lower than 50 percent. The Company is thus required to disclose the information memorandum on such transaction to the Stock Exchange of Thailand (the "SET") and send the circular notice to the shareholders within 21 days from the day that the Company discloses the information to the SET.

In this regard, the information of such transaction is detailed in the Enclosure.

Please be informed accordingly.

Sincerely yours,

(Mr. Chaipipat Kaewtrirat , Mrs. Warangkana Kalayanapradit)

Authorized Directors

Company Secretary

Ms. Orathai Nateruang

Tel. [phone]

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[Translation]

Information Memorandum on the Disposal of Assets Transaction of Aqua Corporation Public Company Limited

The meeting of the Board of Directors of Aqua Corporation Public Company Limited (the "Company") No. 7/2022 held on 27 July 2022 resolved to approve resolved to approve Mantra Assets Company Limited, which is a subsidiary in which the Company holds 99.99 percent of shares ("MANTRA"), to enter into the property lease agreement with Thonburi Rehab Center (THR) Company Limited (the "Lessee") by which Mantra will rent out the land together with buildings located at Huai Sai Subdistrict, Mae Rim District, Chiang Mai Province to the Lessee to be used as business establishment and/or addiction medical establishment in the type of medical establishment pursuant to the law on medical establishments and narcotics treatment and rehabilitation centers, with total rental of Baht 2,448,632,044.65 for the total lease term of 30 years from 1 September 2022 to 30 August 2052 by which such lease term will be divided into 3 periods of 10 years each. The Lessee will make a promise to MANTRA to extend the lease term until it reaches the total lease term of 30 years.

In this regard, this transaction is not considered a connected transaction according to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003) (as amended) (the "Notifications on Connected Transactions"). Nevertheless, such transaction is considered a transaction of asset disposal pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material Transactions Deemed as Acquisition or Disposal of Asset and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) (as amended) (the "Notifications on Acquisition or Disposal of Assets"). The size of such transaction calculated based on the reviewed consolidated financial statements of the Company for the three months ended 31 March 2022 according to the total value of consideration criterion, which is the basis used for the calculation and results in the highest transaction size of 30.57 percent. The Company has not had any other transactions of disposal of assets within the past 6 months prior to the Board of Directors' Meeting of the Company No. 7/2022.

Therefore, the transaction of renting out the asset of MANTRA is considered Class 2 transaction according to the Notifications on Acquisition or Disposal of Assets, i.e., the transaction of which the size is equal to or higher than 15 percent but lower than 50 percent. The Company is thus required to disclose the information memorandum on such transaction to the Stock Exchange of Thailand (the "SET") and send the circular notice to the shareholders within 21 days from the day that the Company discloses the information to the SET.

The Company would like to disclose the Information Memorandum on the entering into such transaction to the SET in accordance with the Notifications on Acquisition or Disposal of Assets as follows:

1. Date/ Month/ Year of the Transaction

After the Board of Directors' meeting resolves to approve the entering into the transaction, MANTRA will execute the property lease agreement (the "Lease Agreement") with the Lessee within August 2022.

2. Parties Involved and Relationship with the Company

Lessor	:	Mantra Assets Company Limited, which is a subsidiary in which the
		Company holds 99.99 percent of shares.
Lessee	:	Thonburi Rehab Center (THR) Company Limited
Relationship with the	:	The Lessee, as well as the connected persons of the Lessee and the
Company		ultimate shareholders of the Lessee, do not have any relationship with
		the Company and they are not the connected persons of the
		Company.

In this regard, the ultimate shareholders of the Lessee are as follows:

The shareholders of the Lessee (Information as of 4 July 2022)

	No.			Shareholders			Number of Shares			Shareholding Percentage
					(shares)			(percent)
1.			Ratchathani Phattanakarn (2014)	750,000		75.00
				Company Limited
2.			Thai Medical Glove Company Limited	149,800		14.98
3.			Mr. Patipat Suban Na Ayudhya	100,000		10.00
4.			Mrs. Piyapat Suban Na Ayudhya	100		0.01
5.			Mr. Sutham Siribunyawat	100		0.01

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The shareholders of Ratchathani Phattanakarn (2014) Company Limited (Information as of 30 April 2022)

		No.				Shareholders			Number of Shares	Shareholding Percentage
							(shares)				(percent)
	1.			Mrs. Jaruwan Vanasin		2,040,001			40.80
	2.			Mrs. Navara Vanasin		1,000,000			20.00
	3.			Mr. Kim Christian Wachtveitl		793,900				15.87
	4.			Rajthanee Realty Company Limited	536,100				10.72
	5.			Ms. Jidapha Phumput		379,398				7.58
	6.			Rajthanee	Associates	Company	228,600				4.57
					Limited
	7.			Mr. Wongpoom Vanasin		20,000				0.40
	8.			Mrs. Kalaya Lertakkakorn		2,000					0.04
	9.			Mr. Boon Vanasin		1					0.00001
Top 10 Shareholders of Thai Medical Glove Company Limited (Information as of 26 April 2022)
												Number of		Shareholding
		No.				Shareholders					Shares		Percentage
												(shares)		(percent)
1.		Ratchathani Phattanakarn (2014) Company Limited		6,931,677		34.65
2.		Global Best Intertrade Company Limited					4,500,000		22.50
3.		Mr. Boon Vanasin						2,034,990		10.17
4.		Thonburi Healthcare Group Public Company Limited		1,333,333		6.66
5.		Mr. Prasan Limsukhawat						725,000		3.62
6.		Mr. Taksapol Peerawattanachart					725,000		3.62
7.		Mr. Liangchai Thongchaigullit						725,000		3.62
8.		Mr. Pairote Tangjitruamboon						725,000		3.62
9.		Mr. Boripat Wongprachum						600,000		3.00

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